Limited by Guarantee Company Registration

Overview

Patricia Holdings makes setting up a Limited by Guarantee Company simple. This company type can be ordered online or by completing a manual order form and returning it to us by email.

A Limited by Guarantee company (LBG) is a common company structure used for not-for-profit and charitable organisations in Australia such as recreational clubs, cultural communities and charitable organisations. It is a type of public company formed on the principle that the liability of members is limited to the amount they agree to contribute if the company is wound up. This amount is known as a members guarantee and is specified at the time of incorporation.

LBG companies are the most common type of company used when setting up a charity in Australia. They do not have share capital, cannot issue shares therefore no person can acquire a controlling interest, cannot pay dividends and each member is only entitled to a single vote.

Patricia Holdings offers two types of LBG constitutions – both satisfying the requirements to register with the Australian Charities and Not-for-profits Commission (ACNC) and also meet the general requirements for gaining Deductible Gift Recipient (DGR) endorsement with the ATO.

The difference between the LBG constitutions Patricia Holdings offers is that one is suitable for companies seeking eligibility for the reduced ASIC annual fee, or removing “Limited” from their name. The special purpose constitution contains restrictions on the company making distributions to members, paying fees to directors and only allows the company to pursue charitable purposes.

Please refer to the Help Centre to read more about Limited by Guarantee companies and information to help you decide which constitution is right for you.

What’s included?

A complete and tailored suite of documents completing your company register, including:

Company Constitution

Members resolution on incorporation

Directors resolution on incorporation

Register of directors, secretaries & members

Officeholder consents

Members consents and applications

Letter to the ATO appointing a public officer

A helpful instruction letter

We also provide blank registers (including option & debenture holders) as well as meeting and consent templates to help you keep your register up to date.

If you order our full service courier delivered product you will receive your documents bound in a Deluxe 55mm Black Binder which includes indexed tabs separating the documents and 2 copies of your constitution (1 bound and 1 hole punched)

Pricing

Online(Incl ASIC fee$408 & GST)

Offline(Incl ASIC fee$408 & GST)

PDF email delivery

delivery within 90 minutes

$864.50

$908.50

Full Service Courier delivery

Documents are printed and bound in a 55mm Black Folder

Delivery often the same day for the Sydney metro area.

$1,013

$1,057

Optional Extras

Email PDF Register ($16.50 extra - available with full service product only)

Company Common Seal ($66 extra)

Bank Account Kit ($22 extra email / $27.50 delivered)

Downloadable Corporate Register File ($16.50 extra)

Extra Copies of the Constitution ($16.50 extra each)

Delivery Information

How long does it take to register a Limited by Guarantee Company?

ASIC review the proposed company’s constitution before incorporation, so it can take slightly longer than setting up the more common standard proprietary company.

Normally, ASIC will issue the ACN and Certificate of Registration within an hour.

How long until I receive my documents?

The constitution of a LBG company is manually reviewed by ASIC so delivery of the company register takes slightly longer than for a standard proprietary company.

We are able to deliver our full service couriered product to the Sydney metropolitan area within about 5 hours of receiving an order. Orders received before 12 midday are usually delivered the same day. Documents being sent to Brisbane and Melbourne will be sent by overnight courier for next day delivery (order must be received by 4pm for delivery the next day) and within a couple of days to Perth and regional areas.

We aim to have PDF documents delivered to your nominated email address within 90 minutes of you placing your order, during business hours.

Related Information

A Limited by Guarantee company (LBG) is a type of public company used for not-for-profit and charitable organisations in Australia such as recreational clubs, cultural communities and charitable organisations.

Constitution

Generally speaking, a company constitution is a document that specifies the rules governing the relationship between, and activities of, the company and its members. Patricia Holdings' constitutions are expertly drafted and regularly reviewed by a top tier law firm to maximise good governance and effectiveness. One of the LBG constitutions we provide complies with ASIC's special purpose regulations ensuring the company will be eligible for the reduced ASIC annual review fee.

Consent Forms

Per Section 117 of the Corporations Act 2001 (Cth), a company is required to maintain written consents and agreements of its officeholders and members as part of its record keeping responsibilities.

You can print off Consent templates here. Please ensure these are completed prior to incorporating your company and keep them for filing in your company register. You do not need to provide these to us.

Questions or Further Information

If you have questions please visit our Help Centre. If you would prefer, our friendly business support team can be contacted during business hours via live chat, This email address is being protected from spambots. You need JavaScript enabled to view it. or by phoning 02 9953 2399

LBG FAQs

What is a Limited by Guarantee Company (LBG)?

A Limited by Guarantee Company is usually a not-for-profit company, or a charity company.

LBGs are formed "on the principle of having the liability of its members limited to the respective amounts that the members undertake to contribute to the property of the company if it is wound up" - Corporations Act 2001 (Cth)

What do I need for a Limited By Guarantee Company?

A Limited by Guarantee Company must have at least three (3) directors (of which the majority reside in Australia), one (1) secretary (of which 1 must reside in Australia) and one (1) member (can reside in Australia or overseas). It must also have a members guarantee amount and should have its objectives listed in its constitution.

Does a Limited by Guarantee Company have Shareholders?

No, LBG Companies have members whose liability is limited to an amount that will be paid on the winding up of the company if the company’s assets are less than its liabilities. This is known as the Members Guarantee. There are no shares allotted thus no share certificates issued.

Will the Patricia Holdings Limited By Guarantee Constitution allow me to register as a charity?

The constitutions that we provide when incorporating a Public Company Limited By Guarantee (LBG) are suitable if you wish to establish a not-for-profit organisation (NFP), including if you are thinking of registering your NFP as a charity with the Australian Charities and Not-for-profits Commission (ACNC).

Please note however that using any of our constitutions does not guarantee that your application for registration as a charity will be successful because there are a number of factors that the ACNC must consider beyond just your constitution. For more information on the requirements for registration as a charity you can visit the ACNC website at www.acnc.gov.au.

Are there annual renewal fees for LBGs?

An LBG company that is registered as a charity with the ACNC does not have to pay any annual renewal fees to the Australian Securities and Investments Commission (ASIC).

If your LBG is not registered as a charity then it will need to pay an annual renewal fee. The amount of this fee will depend on whether or not it is a ‘special purpose’ company (see below for more detail).

Should my LBG be a special purpose not-for-profit?

If you will not be registering your company with the ACNC (and wish to be eligible for reduced annual ASIC fees) or if you would like to operate your LBG without the word ‘Limited’ or ‘Ltd’ in its name, you will have to meet the requirements set down for what is called a ‘special purpose company’. In the context of a charity, this means that your LBG will need to be established for charitable purposes and must contain wording in its constitution that prevents Directors from being paid in their capacity as Directors.

If you choose not to register as a charity, but still meet the ‘special purpose’ company requirements, then your annual renewal fee with ASIC will be reduced by around $1100.

So, if you do want to operate without the word ‘Limited’ or ‘Ltd’, or if you want to prevent payments to Directors for whatever reason, then our constitution entitled "Limited by Guarantee – special purpose not-for-profit" is the one for you.

If you do want to pay Directors then the constitution entitled "Limited by Guarantee- standard constitution" is for you.

Please note - if you want to operate without the word ‘Limited’ or ‘Ltd’ you must first incorporate your company, then register as a charity with the ACNC and then later apply to ASIC for removal.

Can Directors of a registered charity be paid (in their capacity as Directors)?

Warning: While paying Directors in their capacity as Directors does not in and of itself prevent you from being registered as a charity, or even from receiving deductible gift recipient endorsement, it can result in other consequences. For example, requiring ministerial approval to obtain a charitable fundraising authority in NSW, loss of protection under the Civil Liability Act (or equivalent) and being treated differently for the purposes of work health and safety and superannuation laws. We recommend you seek professional advice if you are planning to pay directors in their capacity as directors.

What is Deductible Gift Recipient (DGR) endorsement?

To be eligible to apply for DGR endorsement you must, except in some very limited circumstances, first be registered as a charity with the ACNC.

Please note: Not all charities are eligible for DGR endorsement – i.e. you are not automatically granted DGR endorsement if you are registered as a charity.

To become endorsed as a DGR you must also meet the specific requirements set out for the particular category of DGR that you are seeking. Note there are approximately 50 different categories of DGR.

While each of our LBG constitutions have been prepared with the fundamental and common requirements for DGR endorsement, we strongly recommend that you seek professional advice about the exact requirements for the DGR category that best suits your purposes and activities before lodging a DGR application.

Are Special Purpose LBGs automatically registered with the ACNC?

Unfortunately, no. ACNC registration requirements can be somewhat complex. While our special purpose not-for-profit constitutions are suitable for registration with the ACNC, Patricia Holdings does not participate in the registration of your charity beyond registering it with ASIC.